Adjustments Acceleration Clause Samples

Adjustments Acceleration. (a) If, after December 31, 1996, the Company (i) pays a dividend or makes a distribution on the Company Common Stock in shares of Company Common Stock; (ii) subdivides the outstanding shares of Company Common Stock into a greater number of shares or (iii) combines the outstanding shares of Company Common Stock into a smaller number of shares, then this Option and the number of Option Shares and the Option Price per share in effect immediately prior to the opening of business on the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that Grantee upon exercise thereafter of the Option may receive the number of shares of Company Common Stock that Grantee would have owned immediately following such event if Grantee had exercised the Option immediately prior to the record date for, or effective date of, as the case may be, such event. The adjustment contemplated by the preceding sentence shall be made successively whenever any event listed above shall occur. For a dividend or distribution, the adjustment shall become effective immediately after the record date for the dividend or distribution. For a subdivision or combination, the adjustment shall become effective immediately after the effective date of the subdivision or combination. (b) The Option shall also be subject to adjustment (including, without limitation, as to the number of Option Shares and the Option Price per share) in the sole discretion of the Company Board and in such manner as the Company Board may deem equitable and appropriate in connection with the occurrence of any of the following events after December 31, 1996 that affects the Company Common Stock such that an adjustment would be required in order to preserve the benefits or potential benefits intended to be made available under this Agreement: any dividend or distribution on the Company Common Stock in shares of the Company's capital stock (other than Company Common Stock); any reclassification of the Company Common Stock into shares of the Company's capital stock (other than a reclassification by way of an Approved Transaction); any extraordinary cash dividend; any distribution of any rights, warrants or options to holders of Company Common Stock; any distribution of any assets or debt securities (other than cash dividends or distributions that are not extraordinary cash dividends); any recapitalization, reorganization, split up or spin off; and any merger, conso...

Adjustments Acceleration. Notwithstanding any provisions of the Plan to the contrary, the following will apply to this Agreement and the Option.

Adjustments Acceleration. (a) If, after December 31, 1996, the Company (i) pays a dividend or makes a distribution on the Company Common Stock in shares of Company Common Stock; (ii) subdivides the outstanding shares of Company Common Stock into a greater number of shares or (iii) combines the outstanding shares of Company Common Stock into a smaller number of shares, then this Option and the number of Option Shares and the Option Price per share in effect immediately prior to the opening of business on the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that Grantee upon exercise thereafter of the Option may receive the number of shares of Company Common Stock that Grantee would have owned immediately following such event if Grantee had exercised the Option immediately prior to the record date for, or effective date of, as the case may be, such event. The

Adjustments Acceleration. 19 8.1 Adjustments ......................................................................................................... 19 8.2

Adjustments Acceleration. In the event of any one or more ------------------------- reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends, extraordinary dividends, or distributions, or similar events, an appropriate adjustment shall be made in the number, exercise or sale price and/or type of shares or securities for which Options or Stock Appreciation Rights may thereafter be granted and Restricted Stock may thereafter be sold or granted under the Plan. The Committee also shall designate the appropriate changes that shall be made in Options or Stock Appreciation Rights, or rights to purchase Restricted Stock under the Plan, so as to preserve the value of any such Options, Stock Appreciation Rights or Restricted Stock. Any such adjustment in outstanding Options shall be made without changing the aggregate exercise price applicable to the unexercised portions of such Options. Any such adjustments in outstanding rights to purchase Restricted Stock shall be made without changing the aggregate purchase price of such Restricted Stock. The Board or the Committee may at any time accelerate all or any portion of unexercisable Options granted to any holder or holders under the Plan without the consent of the affected holder or holders of such Options.

Adjustments Acceleration. (a) If, after December 31, 1996, TCI (i) pays a dividend or makes a distribution on the Series A Telephony Group Common Stock in shares of Series A Telephony Group Common Stock; (ii) subdivides the outstanding shares of Series A Telephony Group Common Stock into a greater number of shares or (iii) combines the outstanding shares of Series A Telephony Group Common Stock into a smaller number of shares, then this Option and the number of Option Shares and the Option Price per share in effect immediately prior to the opening of business on the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that Grantee upon exercise thereafter of the Option may receive the number of shares of Series A Telephony Group Common Stock that Grantee would

Adjustments Acceleration